GAZETTE OF INDIA

EXTRA-ORDINARY

PART II - SECTION 3- SUB-SECTION (ii)

PUBLISHED BY AUTHORITY

SECURITIES AND EXCHANGE BOARD OF INDIA

NOTIFICATION

Mumbai, the 29^th August, 2005

SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI

ORDER UNDER SECTION 4B (6) READ WITH SECTION 4B (7) OF THE SECURITIES CONTRACTS (REGULATION) ACT, 1956 IN THE MATTER OF THE COCHIN STOCK EXCHANGE LIMITED (DEMUTUALISATION) SCHEME, 2005.

S. O. 1207 (E). 1.0 The Cochin Stock Exchange Limited (hereinafter referred to as the ‘CoSE’), registered under the Companies Act, 1956 as a company limited by shares, is a recognised stock exchange having its Registered Office at MES Dr. P. K. Abdul Gafoor Memorial Cultural Complex, 36/1565, 4^th Floor, Judges Avenue, Kaloor, Cochin – 682017. The CoSE is required to be demutualised in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as the ‘SCRA’).

2.0 The CoSE, vide its letter dated January 31, 2005, submitted a scheme for its demutualisation for approval to the Securities and Exchange Board of India (hereinafter referred to as the ‘SEBI’) in terms of sub-section (1) of section 4B of the SCRA. SEBI vide its letter dated May 25, 2005 advised CoSE to submit a revised scheme taking into account the provisions of the BSE (Corporatisation and Demutualisation) Scheme, 2005 which may be relevant and applicable to CoSE.

3.0 Thereafter, CoSE, vide its letter dated June 11, 2005, submitted a revised Scheme for demutualisation in consonance with the BSE (Corporatisation and Demutualisation) Scheme, 2005. SEBI made enquiries and obtained information from CoSE through a meeting on June 27, 2005. Based on the discussions during the said meeting, CoSE desired to submit a further revised scheme.

4.0 Accordingly, CoSE, vide its letter dated July 1, 2005, submitted a further revised Scheme for demutualisation (hereinafter referred to as the ‘Scheme’) for approval to SEBI in accordance with the provisions of the SCRA.

5.0 The Scheme, inter alia, provides for the segregation of ownership and management from the trading rights of the members, restriction on voting rights of shareholders who are also trading members, composition of the Governing Board etc. in accordance with the provisions of Section 4B(6) of the SCRA, utilisation of assets and reserves and other matters required for the purpose of and in connection with the demutualisation of CoSE.

6.0 SEBI, having considered the Scheme and on being satisfied that it would be in the interest of the trade and also in the public interest, hereby approves the Scheme with minor modifications. The approved Scheme is enclosed as Annexure - A.

7.0 CoSE shall ensure compliance with the Scheme within the time as specified in the Scheme and shall not do anything contrary to the provisions of Scheme and submit compliance report to SEBI in the manner as may be specified by SEBI.

8.0 SEBI reserves right to amend, alter or modify the Scheme in the interest of the trade and the public interest and in furtherance of the objectives of the demutualisation of the stock exchange.

9.0 The Scheme shall come into effect on the day of its publication in the Official Gazette.

F. No. SEBI/MRD/48110/2005

M. DAMODARAN

CHAIRMAN

SECURITIES AND EXCHANGE BOARD OF INDIA

Encl: Annexure - A

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GAZETTE OF INDIA EXTRA-ORDINARY PART II - SECTION 3- SUB-SECTION (ii) PUBLISHED BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 29^th August, 2005 SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI ORDER UNDER SECTION 4B (6) READ WITH SECTION 4B (7) OF THE SECURITIES CONTRACTS (REGULATION) ACT, 1956 IN THE MATTER OF THE COCHIN STOCK EXCHANGE LIMITED (DEMUTUALISATION) SCHEME, 2005. S. O. 1207 (E). 1.0 The Cochin Stock Exchange Limited (hereinafter referred to as the ‘CoSE’), registered under the Companies Act, 1956 as a company limited by shares, is a recognised stock exchange having its Registered Office at MES Dr. P. K. Abdul Gafoor Memorial Cultural Complex, 36/1565, 4^th Floor, Judges Avenue, Kaloor, Cochin – 682017. The CoSE is required to be demutualised in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as the ‘SCRA’). 2.0 The CoSE, vide its letter dated January 31, 2005, submitted a scheme for its demutualisation for approval to the Securities and Exchange Board of India (hereinafter referred to as the ‘SEBI’) in terms of sub-section (1) of section 4B of the SCRA. SEBI vide its letter dated May 25, 2005 advised CoSE to submit a revised scheme taking into account the provisions of the BSE (Corporatisation and Demutualisation) Scheme, 2005 which may be relevant and applicable to CoSE. 3.0 Thereafter, CoSE, vide its letter dated June 11, 2005, submitted a revised Scheme for demutualisation in consonance with the BSE (Corporatisation and Demutualisation) Scheme, 2005. SEBI made enquiries and obtained information from CoSE through a meeting on June 27, 2005. Based on the discussions during the said meeting, CoSE desired to submit a further revised scheme. 4.0 Accordingly, CoSE, vide its letter dated July 1, 2005, submitted a further revised Scheme for demutualisation (hereinafter referred to as the ‘Scheme’) for approval to SEBI in accordance with the provisions of the SCRA. 5.0 The Scheme, inter alia, provides for the segregation of ownership and management from the trading rights of the members, restriction on voting rights of shareholders who are also trading members, composition of the Governing Board etc. in accordance with the provisions of Section 4B(6) of the SCRA, utilisation of assets and reserves and other matters required for the purpose of and in connection with the demutualisation of CoSE. 6.0 SEBI, having considered the Scheme and on being satisfied that it would be in the interest of the trade and also in the public interest, hereby approves the Scheme with minor modifications. The approved Scheme is enclosed as Annexure - A. 7.0 CoSE shall ensure compliance with the Scheme within the time as specified in the Scheme and shall not do anything contrary to the provisions of Scheme and submit compliance report to SEBI in the manner as may be specified by SEBI. 8.0 SEBI reserves right to amend, alter or modify the Scheme in the interest of the trade and the public interest and in furtherance of the objectives of the demutualisation of the stock exchange. 9.0 The Scheme shall come into effect on the day of its publication in the Official Gazette. F. No. SEBI/MRD/48110/2005 M. DAMODARAN CHAIRMAN SECURITIES AND EXCHANGE BOARD OF INDIA Encl: Annexure - A